Lightning Strike
by cadey-lily
Summary: In another solar system, a war is breaking out; war that is fed by one man's thirst for revenge and founded on trickery of epic proportions. Meanwhile, on Earth, a trio of intergalatic heroes is puzzled by the brief possession of one team member that cannot be explained. When the two seemingly unrelated events become entangled, it is up to Ben, Kevin, and Gwen to save the day.
1. Prologue

**Hello, everyone! Thanks so much for clicking on my story and giving it a chance. This is the first thing I've written for Ben 10 and the first fanfiction I have on this account - I've written other things on other accounts. And so therefore I only slightly know what I'm doing, so if I mess up some Ben10 facts/terminology, please let me know!**

**Also I'm just letting you know that I'm completely ignoring Omniverse because I honestly hate what they did to my poor babies Kevin and Gwen, and I can't stand to watch it. I'm setting this at some point towards the end of Ultimate Alien, so Ben is still using the Ultimatrix (as I haven't watched Omniverse, I don't know enough about his new Omnitrix to write about it).**

**And that's all I really have for you! Enjoy!**

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**Lightning Strike**

_by Catherine "Cadey" Lily_

_"Men of genius are meteors destined to burn themselves out in lighting up their age." Napoleon Bonaparte_

On a planet far away, there was a fortress. And in that fortress, there was a laboratory. And in that laboratory was a creature.

The creature, humanoid in appearance for the most part, paced in the darkness. It was night on his planet, and what little light that the stars would've provided was shut out by boards on the windows. The creature wanted to be alone.

"It's not good enough," he said to himself as he walked. His eyes lingered on the thousands of glass bottles on the shelves of his laboratory, some filled, some empty, some broken. "I have all this," he murmured. "And still it is not what I need."

He walked by the elaborate machine he himself had created, without anyone's help, including his goody-two-shoes father, who was constantly interfering.

"_Son, you need help," said the father when his son tried to get out of bed by himself._

_"Son, you can't do everything on your own," the father pleaded while the son sulked, angry because of his latest failure._

_"Son, are you sure you can rule this planet? Your... condition..." The father trailed off as he left his son alone on the small planet, second guessing the boy's ability to survive on his own._

Even though his father was not here, the creature's lips curled into a sneer. The old man thought he was helping his son, and yet where was his so called _father_ when he was truly in need? Where was help when he was alone, cast out into the universe by himself?

Another face popped into his mind, the mocking smile of someone else who refused to help him when he needed it.

"_Please," he croaked, barely able to look up at her. "Please help me."_

_She looked sad, melancholy, but he was able to see how fake, how staged it was. "I cannot give you what you ask," she said in a sweet voice that didn't fit her ungiving person. "Our energy is too strong for you - you would become obsessed."_

_"I can - handle it," he said weakly. "Please."_

_She shook her head. Were those tears? Was she really going to mock him further? "I can arrange for passage to Earth. There is enough energy there for you to recover. But that is all I can do."_

_"Lies," he spat as he passed out at her feet._

His fingers curled into a fist, the effect lessened by the cursed gloves he was forced to wear, for his own protection. That conversation had begun the longest fifteen years of his life. "Bah," he spat. "She thinks she knows all." His gaze landed on his machine. His masterpiece. An idea, unbeckoned, floated into his mind. He welcomed it as the idea blossomed into a plan, into a full-scale war strategy.

"Be prepared," he muttered as he turned the machine on, the humming filling his heart with home. "If you can."

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**Don't worry, this is just the prologue! The other chapters will be longer, I promise. Also, please give me your feedback, as I've only been in this fandom for a few months and I don't want to accidentally ignore major details (unless they're from Omniverse, in which case IGNORE IGNORE IGNORE)**.** Also I really want to know what you guys think of my story!** **Thanks!**

**-Cadey**


	2. Chapter 1

**Hey everyone! If you're reading this it means you're interested in my story (YAYAYAYAYAY). I wont talk for too long and let you enjoy the _real_ first chapter (with Ben and others YAYAYYAYAY). **

**Anyway, here ya go!**

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_"A lovers' quarrel is always about every quarrel you've ever had." Robert Brault_

"Easy, easy does it, there we go in first place, good job, Ben, almost to the - no, oh no, no! C'mon!" Ben Tennyson threw down his controller angrily, only able to watch as his character spiraled in a free fall off the track on the TV screen.

"Do you always talk to yourself while playing video games?" asked Kevin, Ben's, for lack of a better word, friend. His virtual race car zoomed across the finish line, taking first place now that Ben was out of the way.

"Yeah. So?"

Kevin opened his mouth, then closed it, shaking his head. "For some people, there's no hope."

Ben rolled his eyes. "Ha ha ha. Very funny." He watched as Kevin's sumo wrestler racer in Sumo Slammers: Super Racing cheered himself on, while Ben's character stopped on the side of the road and cried. "This is so - you've never even played this game! How is it possible that you're winning?"

"Maybe it's because I actually pay attention instead of yelling at the TV," said Kevin lazily. He took a sip from his smoothie, stretching back. "Are we done now? Put on the baseball game."

"I guess," sighed Ben, getting up and changing the channel. He probably should've expected Kevin to win seven tournaments to none; anything that had anything to do with cars was his area of expertise.

"Why do you even like this sport?" asked Ben, sitting back down on the couch as he found the right channel, a game that looked bad for the Dodgers appearing on the screen. "I mean, it's slow, no one beats anyone up, there's no swearing…"

"Yeah?" Kevin raised his eyebrows. "Got a problem?"

"I – well, I'd pegged you for more of a hockey guy," admitted Ben. "Or maybe pro wrestling. Not the 'America's pastime' guy." He watched as the batter missed the pitch, apparently his second strike.

"C'mon, baseball is a quality sport," protested Kevin. "The most exciting moments in sports history happened in baseball games."

"Uh-huh," said Ben skeptically. The batter swung and missed again. "This is real exciting."

Suddenly the sound of wind and rain filled the house. Ben and Kevin looked up as Gwen entered the house, hanging her umbrella up.

"Hey Gwen," said Ben.

"Hey," she replied, shutting the door. "Is your mom home? My mom wants to borrow your cupcake tin." For some reason, she seemed to be avoiding looking at Kevin.

"I think she's in the kitchen," said Ben.

"Why do you need a cupcake tin? Don't you have one?" But Gwen ignored Kevin, marching into the kitchen. Kevin slumped lower than usual, looking suspiciously guilty.

Ben grinned. "So, why'd you get kicked out of Gwen's last night?" he asked gleefully. This should be entertaining.

"Look, it wasn't my fault," muttered Kevin, looking annoyed. Aunt Natalie wasn't particularly fond of her daughter's choice in boyfriends, and she was armed with an infinite amount of reasons to throw Kevin out, which she used regularly. It didn't help that Kevin was, it seemed, infinitely stupid when it came to proper etiquette.

"What'd you do?" smirked Ben.

"He got kicked out because he is an _idiot _and seems to be _trying _to make my life miserable." Gwen had reentered the living room with a baking pan under one arm, sending a frosty glare in Kevin's direction.

"C'mon," complained Kevin bravely. "You're overreacting."

"_Overreacting_?" repeated Gwen, stunned. "Are you serious? You got me grounded! The only reason I'm out of the house is because of this stupid cupcake tin."

"Ooh, this just got more interesting," said Ben with a grin. "What did you _do_, Kevin? No, don't tell me, I wanna guess. Did you bring her home after curfew?"

"Please, my mom's practically _used _to that by now," snorted Gwen. She sat down in the armchair with a huff, placing the tin down next to her.

"Did you... did your mom catch... nevermind, I don't want to think about _that_." He scrunched up his face.

"Also a no," said Gwen firmly.

"Dude, you're killing me," muttered Kevin under his breath.

"All right, I give up. What'd he do?" Ben leaned forward, enjoying himself immensly.

"He _told _my mom about the _countless_ times I've been off Earth, and she freaked out, and now she's considering sending me to military school!" said Gwen, jabbing her finger at Kevin as she stood up.

"It's not my fault you haven't told her yet!" retorted Kevin. "I tell my mom -"

"Don't pull that one on me, Kevin, you know how strict my mom is. Honestly _what _were you thinking?" snapped Gwen.

"Guys -" said Ben, in an attempt to calm them down. The entertainment level in their fight was descending just as quickly as the volume was rising. Last time they'd fought in his house Ben was stuck cleaning up the kitchen for a week, and he didn't think even family ties could keep his mom from throwing out Gwen if it happened again.

"I was _thinking_ that you of all people would've told your parents that you've been into other _solar systems_," said Kevin angrily.

"You know what, Kevin -" And suddenly Gwen gasped, doubling over as she grabbed the arm of the couch for support.

Both Kevin and Ben moved forward, but her head snapped up before either of them could reach her. Her eyes glowed pink with Anodite energy.

Ben's eyebrows furrowed. "Gwen..." he said warily, his confusion growing as she stood up, completely erect as if she really was at military school. She stared at the wall, clearly not seeing them. He turned to Kevin. "Is she..."

"I don't know," murmured Kevin. "Gwen... you alight?" He cautiously took a step forward, reaching out a hand. "I really hope you're not still mad at me..." Gently he placed his hand on her shoulder. "Gwen?"

Gwen nodded her head, eerily slow. And then she directed her gaze at Kevin, her lips curling into an ugly snarl.

"I'd say she's still mad," said Ben unnessacerily as Kevin stumbled backwards.

"_Scum, _" hissed Gwen in a voice that was hers but not quite. And then she attacked.

"Duck!" shouted Kevin. Both he and Ben dropped to the floor as a blast of energy shot above their heads and through the kitchen, colliding with the window. Ben heard the shatter of glass and his mother's yelp and at once was on his feet, scrambling into the kitchen.

"What's going on?" gasped his mother, who was thankfully unharmed. She was only shocked, covered with shards of glass from their now broken window. The rain blew in through the window, soaking the counter. "Was that Gwen -"

"She's not herself," said Ben. "Stay back, Mom. I'll handle it."

"Ben!" yelled Kevin from the family room. Ben glanced over his shoulder to see Kevin racing towards him, Gwen right behind him. "She's coming!"

"Lead her outside!" Ben threw open the back door of the kitchen and ran into the storm, blinking furiously to get the water out of his eyes. Kevin followed quickly, in hot pursuit by Gwen, who was now levitating, her face twisted with rage.

"_You are nothing but scum_!" she said viciously.

"Yeah, I heard you the first time," said Kevin, absorbing the stone from the backyard pathway. She shrieked in rage and fired energy directly at Kevin. He was sent sailing across the yard, crashing into an oak tree and snapping it in half.

"Hey! That was my favorite tree!" cried Ben. Gwen ignored him, continuing to fire shot after shot in Kevin's direction. _Weird_, he thought to himself. He rolled up his sleeve, quickly scrolling through his aliens on the Omnitrix. "This one should do it..." With a flourish, he slammed his hand down on his wrist. The familiar sensation of bones morphing, growing, and changing began, changing him from a sixteen year old boy to...

"Upchuck?" he groaned. He sighed. "Well, I guess this is better than nothing." Quickly, Upchuck swallowed a huge mouthful of dirt, and then spat it back at Gwen, knocking her to the wall. She writhed, struggling to get free of his vomit.

"You're so going to hate me when you're back to normal," he said mournfully.

"Ben!" Kevin ran up behind him. "Don't make her angry!"

"A bit late for that, don't you think?" he gestured to Gwen.

"No, you don't understand," said Kevin urgently. "Something - or someone - is controlling her. If she gets too angry, she'll just take it to the next level -"

"-and go full Anodite on us," finished Upchuck, glancing warily at Gwen. While his cousin easily could be the most powerful member of their team, she was limited. Using her full powers would result in the loss of her humanity. Which was, in short, _very bad_.

Kevin nodded. "Not to mention, she'd kick our butts."

"Okay, what do we do then?" he glanced warily at Gwen. "It's only going to hold her for a few more -"

"_Die_!" screamed Gwen as she tore away from the wall, her hands glowing and sparking with power.

"- moments," finished Upchuck. "What now?"

"Run," advised Kevin, backing up. "Running seems really good right now."

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If it was any other day, this would've probably felt normal to Kevin. Running from scary things that wanted to kill him was a special skill of his. The rain was inconvenient and annoying (he and Ben were soaked to the bone by now) but nothing he hadn't experienced before.

But not being able to put an end to the thing that was chasing him… that was new. On one hand, if they didn't stop Gwen soon, she might blow up the town or something. But on the other hand, Kevin had a bad feeling that taking down your girlfriend was very _not cool_, even if she was possessed. Kevin jumped to the left as Gwen, maybe fifteen yards behind them, shot energy at him as they raced down the street. It only just missed him, dislodging a chunk of the road.

"What do we do?" yelled Ben, who was now in human form. "We can't run like this forever."

Kevin nodded, concentrating on keeping his feet moving smoothly. "The thing controlling her is going to get tired of playing games real soon."

"That, and I'm tired," panted Ben. "Can you get close to her, try to disrupt the signal?" A huge ball of energy shot over their heads and hit the road with a _boom_, creating a crater the size of a car. Both boys scrambled around the edges without missing a beat.

It took him a moment to register Ben's words, probably because of Gwen's incessant firing, but when he realised what Ben meant, he swore loudly. "I'm an idiot!" he said aloud.

"_You deserve no mercy_!" agreed Gwen from behind them.

"Ben!" shouted Kevin. "I can do it, but I need a distraction."

"That's gonna be problem; I think she's after you." Both boys glanced over their shoulders as they ran at the destruction behind them. Ben was right. It was, for the most part, focused on the left side, the side that Kevin was running on.

"Well, that complicates things," said Kevin under his breath as he turned back around. They were at the end of Ben's neighbourhood. They either had to take this out of the streets and into the nearby forest, which would not make Smokey the Bear happy, or keep going along the street, which would result in civilians getting involved. This needed to end.

"We need a plan _now_, Ben!" yelled Kevin over the sound of energy blasts and rain.

Ben was silent, and Kevin for a moment thought he hadn't heard him, but when he glanced over, he saw that the smaller teen had a look of intense concentration on his face as he sprinted. "Okay!" he called eventually. "I got a plan. We've got to lose her for like two minutes."

Kevin nodded, glancing to the trees. _Sorry, Smokey_. "This way!" He abruptly turned to the right, racing into the woods with Ben close on his heels and Gwen not too far behind.

The woods were dark and confusing, not helped by the rain that still managed to pound on the floor despite the foliage covering them. Kevin yelped as he crashed into a branch, cutting his cheek, but kept going, stumbling on through the leaves. Ben was having an even rougher time, too busy playing with the Ultimatrix to concentrate on not crashing into things.

"_Reveal yourself, filth_!" Gwen's, her voice unnaturally harsh, echoed through the trees. From the sound of it, she was still several yards behind, but higher now, trying to see them through the deep forest.

"Echo Echo!" Kevin glanced behind him to see that Ben had morphed into the little silicon alien. "Ultimate Echo Echo!" Another green flash exploded him.

"Not doing a good job of hiding, Ben," shouted Kevin. No doubt Gwen had seen the light.

"We're gonna transform into you," thirty metallic, high-pitched voices called. "We'll distract her long enough for you to get near her, but we need her to see all of us."

"Got it!" Quickly, Kevin calculated where the closest open area was. Thankfully, his vast knowledge of Bellwood's layout due to constant chases did not fail him. "We're near the park. Work for you?"

"Perfect!" cried the Echo Echos. "Lead the way!"

"Make sure she's following!" There was another flash behind him, and the Echo Echos' footsteps became heavier. Kevin turned slightly to the right and kept running, his feet slipping and sliding on the damp leaves covering the floor.

"Oh, Gwen!" called a voice – his own voice. Kevin turned his head to see one – no, two – _too many _other Kevin Levins behind him. The one in front, the one yelling up to Gwen, had a glowing Ultimatrix symbol on his chest. "I'm down here if you're looking for me!" he taunted.

"_Vermin_!" A ball of Mana hit the real Kevin, purely by chance it seemed, nearly knocking him to the ground. He grunted in pain, but managed to stay on his feet as he led the pack of … other _hims_ into the park.

The Kevins burst into the light (well, lighter anyway - it was still overcast) of Bellwood Park, which was deserted because of the downpour. A tree behind them fell to its knees on the forest floor; Gwen wasn't far behind. If Kevin was going to act, he had to do it soon.

"_Gwe_-en," called the leader of the fake Kevins in a singsong voice. "We're down _he_-ere."

She appeared directly overhead, her face contorting with confusion as she registered the multiple Kevins. "_There's more?" _She floated down towards them, stopping when she was about a foot off the ground. Then she smirked. "_More of you to destroy_."

She began to fire at random, throwing huge balls of energy at the other Kevins. The _fake_ Kevins, thankfully. The plan was working. Kevin used the chaos around him to push his way out of the throng of Kevin's, his eyes darting around the park. C'mon, there had to be –

"Yes," he muttered as he spotted a slide. He raced forward, grabbing hold of the cold metal and absorbing it. He was now a weird shade of pastel pink, but given the circumstances it would be fine.

He quickly hurried back to the Kevins, who were doing their best to keep Gwen busy while at the same time not hurting her. It seemed to be working okay. The Kevins had formed a doughnut shaped crowd, when Gwen in the middle. Every time she would take down a Kevin with her energy, another would surge forward, ready to be taken down. She didn't even notice as the real Kevin pushed his way through to behind her. He waited until she was firing at someone (which didn't take long since whatever was inside Gwen was clearly on the trigger-happy side), and jumped.

Gwen yelped, and began immediately to shriek curses at him as Kevin wrapped his arms tightly around her, pulling her down the last foot towards the ground and securing her arms. Dimly, he remembered that he was made of metal and she was still Gwen, and that he didn't want to hurt her. But his main focus right now was keeping her secure for just a few moments –

"_How dare you touch me!?" _she wailed. She desperately tried to fire Mana at him, but her hands were stuck at her side. She couldn't reach him. "_I am of a superior race than you scum."_

"Yeah, yeah," said Kevin. Using one arm to keep her still, he took his other metal coated arm and place it at the top of her head, letting the baby blue spread around her skull to make a helmet.

"That should do it," he yelled. And for a moment, he thought it was working, for Gwen's struggling had stopped –

And then, without warning, she seemed to erupt with Mana, the energy flying out of her from all sides. Kevin was blown away from the force of it, knocking down several other Kevins and landing in the mud. He groaned. He could feel the sheer power of her energy echoing through his core, making him somewhat dizzy.

_"You shall pay for that, parasite_." He opened his eyes, to see Gwen hovering over him. The metal helmet was gone, probably torn away by the energy blast. She placed one foot on his chest when he tried to scramble up. For the moment, he stayed still. After what she'd just shown she can do, he didn't know if she could shoot Mana out of her toes and knock his head off.

"Kevin!" The Kevins had disappeared, leaving the Ultimate Echo Echos, who were racing towards him. Without even looking back, Gwen shot Mana at them, an endless stream of energy that poured from her hands. Kevin stared at her. It had suddenly hit him exactly how _much_ energy this thing seemed to be using.

"_Now, for you," _she breathed, leaning towards him. He gulped. "_Die_." She almost sounded sweet.

She raised her other hand up in the air, and he could only watch in horror as the Mana collected in her open palm –

And then it suddenly dissipated. The Mana stream from her other hand slowly stopped. Kevin watched, holding his breath as Gwen's ugly snarl disappeared to be replaced by… nothing. Her face was blank, her head tilted in one direction. It's almost as if –

"Is she okay?" asked Ben, who was now in his own body again. He inched over slowly, like he was afraid she'd explode again.

"I think she's –"

And then she gasped, the first _Gwen_ sound they'd heard in a while, closing her eyes tightly and placing a hand on her head. When she opened them again, they were green. Kevin breathed a sigh of relief. She was back.

"Ow…" she murmured, wincing. Then she noticed him on the ground. Immediately, she took her foot off his chest and held out a hand, helping him up. "Kevin? Why are you on the – and why am I…?" She trailed off, looking around her. "What's going on?" she demanded.

Ben exchanged a glance with Kevin, clearly as confused as he was. "You don't know?"

"The last thing I remember is Kevin and I fighting at your house," said Gwen, who looked like she was becoming more and more scared. "I don't remember anything after that." She locked eyes with Kevin. "What happened?"

"I don't know," said Kevin. He was deep in thought, trying to think of answers, but he was coming up empty. "But it's something bad. Something really bad."

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**Thoughts? Please review and let me know how I'm doing! I plan to update every week on Saturdays (if all goes well). Thanks everyone!**

**- Cadey**


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